Zoomcar Holdings, Inc PRE 14A, filed Nov 14, 2023

Zoomcar Holdings, Inc. (ZCAR)

PRE 14A 2023-11-14 For: 2023-11-29

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x	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material under §240.14a-12

Payment of Filing Fee (Check all boxes that apply):

x	No fee required
¨	Fee paid previously with preliminary materials
¨	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

November [·], 2023	By Order of the Board of Directors,

	[ ]
	Mohan Ananda Chairman and Chief Executive Officer

November [·], 2023	By Order of the Board of Directors,

	[ ]
	Mohan Ananda Chairman and Chief Executive Officer

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		1
RISK FACTORS		2
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING		6
EXTRAORDINARY GENERAL MEETING OF IOAC		16
Date, Time and Place of Special Meeting		16
Proposals at the Special Meeting		16
Voting Power; Record Date		16
Recommendation of the Board		16
Quorum and Required Vote for Proposals for the Special Meeting		16
Voting Your Shares — Shareholders of Record		17
Voting Your Shares — Beneficial Owners		17
Attending the Special Meeting		18
Revoking Your Proxy		18
No Additional Matters		18
Who Can Answer Your Questions about Voting		19
Redemption Rights		19
Appraisal Rights		20
Proxy Solicitation Costs		20
Interests of the Initial Shareholders		21
PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL		23
Overview		23
Reasons for the Extension Amendment Proposal		23
If the Extension Amendment Proposal is Not Approved		24
If the Extension Amendment Proposal is Approved		25
Redemption Rights		25
Certain Material U.S. Federal Income Tax Consequences		27
Vote Required for Approval		33
Recommendation of the Board		33
PROPOSAL NO. 2 — THE TRUST AGREEMENT AMENDMENT PROPOSAL		34
Overview		34
If the Trust Agreement Amendment Proposal is Not Approved		34
If the Trust Agreement Amendment Proposal is Approved		35
Vote Required for Approval		35
Recommendation of the Board		35
PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL		36
Overview		36
Consequences if the Adjournment Proposal is Not Approved		36
Vote Required for Approval		36
Recommendation of the Board		36
BUSINESS OF IOAC AND CERTAIN INFORMATION ABOUT IOAC		37
The Proposed Business Combination		37
BENEFICIAL OWNERSHIP OF SECURITIES		38
FUTURE SHAREHOLDER PROPOSALS		40
HOUSEHOLDING INFORMATION		40
WHERE YOU CAN FIND MORE INFORMATION		41
ANNEX A		A-1
ANNEX B		B-1

Filed by the Registrant	x
Filed by a party other than the Registrant	¨


	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

	·	a limited availability of market quotations for our securities;

	·	reduced liquidity for our securities;

	·	a determination that our Class A ordinary shares constitute a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

	·	a limited amount of news and analyst coverage; and

	·	a decreased ability to issue additional securities or obtain additional financing in the future.

	·	financial institutions or financial services entities;
	·	broker-dealers;
	·	taxpayers that are subject to the mark-to-market tax accounting rules;
	·	tax-exempt entities;
	·	governments or agencies or instrumentalities thereof;
	·	insurance companies;
	·	regulated investment companies;
	·	real estate investment trusts;
	·	persons liable for alternative minimum tax;
	·	expatriates or former long-term residents of the United States;
	·	persons that actually or constructively own five percent or more of our voting shares;
	·	persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;
	·	persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transactions;
	·	U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;
	·	controlled foreign corporations; or
	·	passive foreign investment companies.

	·	an individual who is a United States citizen or resident of the United States as determined for United States federal income tax purposes;
	·	a corporation (including an entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
	·	an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or
	·	a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person.

	·	any gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares or warrants (which would include the redemption, if such redemption is treated as a sale under the rules discussed above, under the heading “Redemption of Shares”); and
	·	any “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming U.S. Holder in respect of the shares during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such Redeeming U.S. Holder’s holding period for the shares), which may include the redemption to the extent such redemption is treated as a distribution under the rules discussed above.

	·	any gain or “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. H the Redeeming U.S. Holder’s gain or excess distribution will be allocated ratably over the Redeeming U.S. Holder’s holding period for the shares or warrants;
	·	the amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
	·	the amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and
	·	the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the Redeeming U.S. Holder.

	·	such shareholder is an individual who is present in the United States for 183 days or more during the taxable year in which the redemption takes place and certain other conditions are met; or
	·	such shareholder is engaged in a trade or business within the United States and any gain recognized in the exchange is treated as effectively connected with such trade or business (and, if an income tax treaty applies, the gain is attributable to a permanent establishment maintained by such holder in the United States), in which case the Redeeming Non-U.S. Holder will generally be subject to the same treatment as a Redeeming U.S. Holder with respect to the exchange, and a corporate Redeeming Non-U.S. Holder may be subject to an additional branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty).

	·	each person known by IOAC to be the beneficial owner of more than 5% of IOAC’s outstanding Class A ordinary shares or Founder Shares;
	·	each of IOAC’s executive officers and directors that beneficially owns shares of IOAC’s Class A ordinary shares or Founder Shares; and
	·	all IOAC’s executive officers and directors as a group.

Name and Address of Beneficial Owner(1)	Class A Ordinary Shares		Approximate % of Total Class A Ordinary Shares			Founder Shares		Approximate % of Total Founder Shares			Approximate % of Outstanding Ordinary Shares
Innovative International Sponsor I LLC (the Sponsor)⁽²⁾		960,000		27.3	%		8,050,000		100.0	%		76.8	%
Mohan Ananda⁽²⁾		960,000		27.3	%		8,050,000		100.0	%		76.8	%
Madan Menon⁽³⁾		—		—	%		—		—	%		—	%
Elaine Price⁽³⁾		—		—	%		—		—	%		—	%
Fernando Garibay⁽³⁾		—		—	%		—		—	%		—	%
Anuradha George⁽³⁾		—		—	%		—		—	%		—	%
Nisheet Gupta⁽³⁾		—		—	%		—		—	%		—	%
Valarie Sheppard⁽³⁾		—		—	%		—		—	%		—	%
Glazer Capital, LLC⁽⁴⁾		258,874		7.3	%		—		—	%		2.2	%

	(1)	Unless otherwise noted, the business address of each of the following entities or individuals is 24681 La Plaza, Ste 300, Dana Point, CA 92629.

	(2)	Mohan Ananda is the managing member of the Sponsor. As a result, Mohan Ananda may be deemed to have voting and investment discretion with respect to the ordinary shares held by the Sponsor. With respect to before the offering, the Sponsor is the record holder of such shares. Mohan Ananda is the managing member of the Sponsor. Mohan Ananda has voting and investment discretion with respect to the founder shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the founder shares held directly by the Sponsor. Mohan Ananda disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein, directly or indirectly.

	(3)	Each of these officers and directors holds an interest in the Sponsor and disclaims any beneficial interest other than to the extent of his or her pecuniary interest.

	(4)	Based solely upon information contained in the Schedule 13F filed by Glazer Capital, LLC with the SEC on May 15, 2023 and represents shares deemed beneficially owned by each of Glazer Capital, LLC and Mr. Paul J. Glazer, who serves as the Managing Member of Glazer Capital, LLC. The business address of each of Glazer Capital, LLC and Mr. Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019.

	(a)	cease all operations except for the purpose of winding up;

	(b)	as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and

	(c)	promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,

	(a)	to modify the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 25 months after the closing of the IPO or 26 months from the date of the closing of the IPO pursuant to Article 49.7 subject in the latter case to valid one month extensions having been made), in the event the Company has elected to extend the amount of time to complete a Business Combination for three months, or such later time as the Members may approve in accordance with the Articles; or

	(b)	with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”

EQUINITI TRUST COMPANY, LLC, as Trustee

By:
Name:
Title:

INNOVATIVE INTERNATIONAL ACQUISITION CORP.

By:
Name: Mohan Ananda
Title: Chief Executive Officer

		FOR	AGAINST	ABSTAIN
(1)	The Extension Amendment Proposal - A special resolution to extend the date by which the Company must consummate an initial business combination for one (1) month from November 29, 2023 to December 29, 2023 by amending the Company’s Amended and Restated Memorandum and Articles of Association in the form of amendment set forth in Annex A to the accompanying proxy statement.	¨	¨	¨
		FOR	AGAINST	ABSTAIN
(2)	The Trust Agreement Amendment Proposal - An ordinary resolution to, with the approval of the affirmative vote of holders of at least 65% of the issued and outstanding ordinary shares of the Company, enter into the Amendment No. 4 to the Investment Management Trust Agreement by and between the Company and Equiniti Trust Company, LLC, in the form set forth in Annex B to the accompanying proxy statement.	¨	¨	¨
		FOR	AGAINST	ABSTAIN
(3)	The Adjournment Proposal - An ordinary resolution to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.	¨	¨	¨

		Date:

		Signature

		Signature (if held jointly)

		When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by an authorized person.

		The shares represented by the proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). If No direction is made, this proxy will be voted FOR each of proposals 1, 2 and 3. If any other matters properly come before the meeting, the Proxies will vote on such matters in their discretion.